The Board of Directors of your Company presents herewith its 39th Annual Report and Audited Financial Statements for the financial yearended 31st March, 2023.The report also includes the Management Discussion and Analysis Report in accordance with the guidelines of Corporate Governance.

FINANCIAL PERFORMANCE & STATE OF COMPANY'S AFFAIRS:-

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

2023 IN RETROSPECT&STATE OFCOMPANY'S AFFAIRS

Your Directors are to report that the Company's sales turnover during the year under review has decreased to Rs.28707 Lacs from Rs.1 07900 Lacs during the previous financial year registering decrease of 73.39%. Similarly the Company has earned lower profit before depreciation & tax during the year of Rs.502 Lacs as against Rs.1 206 Lacs in the previous year registering a decrease of 58.37%. Similarly the Company has earned lower profit afterTax of Rs.149 Lacs as against Rs.511 Lacs during the previous year,

registering decrease of 70.84%. The aforesaid decrease in turnover and profitability is due to the reasons mentioned in the Management Discussion & Analysis Report forming part of this Report.

INTERNATIONAL BUSINESS

The Company's export during the year under review was NILas compared to Rs.65923 Lacs during the previous year resulting in decrease of 100%.

DIVIDEND RECOMMENDED

To conserve the resources for future purpose, the Board of Directors of your company does not recommend any dividend for the financial year2022-23.

CHANGES IN SHARE CAPITAL

During the year under review there were no changes in the Share Capital of the Company.

ISSUE OF EQUITYSH ARES WITH DIFFERENTIALRIGHTS,SWEATEQUITY, ESOS ETC.

During the year the Company has not issued any shares with differential rights, sweat equity, ESOS etc.

CHANGE INTHE NATURE OF BUSINESSOFTHECOMPANY

During the year under review there was no change in the nature of business of the Company.

SUBSIDIARIES ANDASSOCIATES

The Company has as on 31st March, 2023, two subsidiaries namely KPL Exports Ltd. & Kothari Products Singapore Pte. Ltd. Further, the Company also has as on 31st March, 2023, four associate Companies as mentioned in the notes of the Financial Statements of the Company. The prescribed salient features of the financial statements of the aforesaid subsidiary companies and associates Companies as per sub section 3 of section 1 29 of the Act have been disclosed in a separate statement attached to the consolidated Financial Statements which forms part of this Annual Report. The statement reflects the performance and financial position of each of the subsidiaries and associates, as required by Rule 8 (1) of the Companies (Accounts) Rules, 2014. The Company hereby undertakes that the Annual Accounts of the subsidiary companies and their related detailed information shall be made available to the shareowners of the holding and subsidiary companies seeking such information at any point of time and shall also be placed on the website of the holding Company. The Annual Accounts of the subsidiary companies shall also be keptforinspection by anyshareowneratthe Registered Office of the holding companyand of the subsidiary companies concerned.

HIGHLIGHTS OF PERFORMANCEOFSUBSIDIARIES&ASSOCIATES

The highlights of performance of subsidiaries & associates during the year under review and their contribution to the overall performance of the Company are mentioned in the form AOC-1 and Statement of Additional Information's as per schedule III to the Companies Act, 2013 of the aforesaid subsidiaries & associates, is appended to the Consolidated Financial Statements accompanying this report.

DIRECTORS AND KEYMANAGERIAL PERSONNEL

Sri Mitesh Kothari, a Directorof the Company, retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Further, Sri Deepak Gambhirdas Gandhi was appointed as an Additional Director designated as an Independent Director of the Company for a period of 5 years w.e.f. 30th May, 2022, However due to his unavoidable personal reasons he had resigned from the aforesaid post, w.e.f. 1 9th August, 2022. Further, aforesaid Sri Gandhi was again appointed by the Board of Directors of the Company as an Additional cum Independent Director for a period of 5 years, w.e.f. 21 st January, 2023 and the members of the Company have approved the aforesaid appointment vide their Special Resolution passed through Postal Ballot on 1 7th April, 2023. In the opinion of the board the aforesaid Sri Gandhi has the requisite integrity, expertise, experience and the proficiency in the context of the business of the Company. There is no other change in the Key Managerial Personnel during the year.

NUMBEROFTHE BOARD MEETINGS

The Company held Seven Board Meetings during the year 2022-23 and the details of aforesaid meetings are given in the Corporate Governance Report.

DEPOSITS

The Company neither accepted any Deposits from the public nor there is any outstanding amount of deposit during the financial year 2022-23, hence the particulars relating to the aforesaid are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Sec. 134(3) (c) read with Sec. 1 34(5) of the Companies Act, 201 3, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 st March, 2023, the applicable accounting standards have beenfollowed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(iv) that the Directors have prepared the annual accounts for the year under review on a going concern basis,

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems a re adequate and operating effectively.

COMMITTEES OFTHE BOARD

Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations,201 5the Company has constituted following committees:-

1. Audit Committee,

2. Stakeholders Relationship Committee.

3. Nomination & Remu neration Committee.

4. CorporateSocial Responsibility Committee.

The Composition, Scope and Powers of the aforementioned Committees together with details of their meetings held during the period under review, forms part of the Corporate Governance Report.

ANNUALREPORTON CSR ACTIVITIES

As required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 the annual report on CSR activities undertaken by the Company during the year under review is attached as'Annexure-1'tothis Directors Report.

DETAILS OF VIGILMACHANISM

Pursuant to Section 1 77 of The Companies Act, 201 3, the Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the Company's Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the Company. It gives a platform to the Whistle blower to report any unethical or improper practice (not necessarily violation of law) and to define processes for receiving and investigating complaints. The Company has appointed Sri Anurag Tandon, Chief Financial Officer as its Vigilance Officer and his address is Kothari Products Limited , C/62, VibgyorTower, 5th Floor, Bandra Kurla Complex, Bandra East, Mumbai, E-mail Id:- anuragtandonca@gmail.com. The company has assigned the email ID- anuragtandonca@gmail.com or deepakkothari@panparag.com or citizenforum.tandon6@gmail.com on which anyone can report or send written complaint to the Vigilance Officer, Chairman & Managing Director and the Chairman of the Audit Committee. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The aforesaid policy has been posted by company on its website under link "InvestorSection".

POLICIES OFTHE COMPANY

Pursuant to the provisions of the Companies Act, 201 3 and provisions of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 201 5, the Company has framed following Policies:-

1. CorporateSocial Responsibility Policy.

2. Nomination & Remuneration policy.

3. RiskManagementPolicy

4. Whistle Blower Policy/VigiI Mechanism.

5. Policy on Material Subsidiaries.

6. Policyon Related PartyTrareactions.

7. Policy determining materiality of events/information.

8. Policyon code of Practices and Procedu res for fair disclosure of I nsiderTrading.

9. Policyon Code of Business conduct & ethics.

1 0. Policyon Preservation of Documents.

11. Familiarisation Programme Imparted to Independent Directors

The details of the aforesaid policies are mentioned inthe Corporate Governance Report and copies ofthe aforesaid policies are placed on the website ofthe Company i.e. www.kothariproducts.in. However as required by section 1 78 ofthe Companies Act, 201 3, the Remuneration Policy developed by the Company is attached herewith as "Annexure-2".

INVESTOR EDUCATION ANDPROTECTION FUND(IEPF)

Pursuant to the provisions ofthe Companies Act, 201 3 read with the I EPF Authority (Accounting, Audit, Transfer & Refund) Rules, 201 6, all dividends remaining unpaid/unclaimed for a period of 7 years from the date of their transfers are required to be transferred by the Company to the I EPF established by the Government of India. Accordingly all unpaid or unclaimed dividends upto the Financial Year 201 5-1 6 have already been transferred and for the Financial Year 201 6-1 7 will be transferred by the Company by October, 2024 to the aforesaid fund. Further, as per the aforesaid provisions all relevant shares corresponding to the aforesaid unpaid/unclaimed dividends upto Financial year 2015-16 have also been transferred to the demat account ofthe IEPF authority as per the details mentioned below, the details of the aforesaid shares are also available under the heads "Investor's Section" on the website ofthe company:-

Voting rights on the equity shares lying in the above demat account shall remain frozen until the rightful owner of such equity sharesclaimsthese equityshares.

DECLARATION BYINDEPENDENTDIRECTORS

Sri Pramod Kumar Tandon, Sri Vikas Chaturvedi, Dr. Avinash Gupta and Sri Deepak Gambhirdas Gandhi are Independent Directors on the Board ofthe Company. All the above named Independent Directors have given their respective declarations under Section 149(6) ofthe Companies Act, 2013 and the Rules made thereunder. In the opinion ofthe Board, the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified in Section 149 ofthe Companies Act, 201 3 andthe Rules madethereunder.

STATUTORY AUDITOR AND AUDITORS'REPORT

M/s. G M. Kapadia & Co., Auditors of the Company, have carried out the Audit ofthe Company and have submitted Auditor's Report attached with the Financial Statements ofthe Company accompanying this Report. The aforesaid report does not contain any qualification, reservation oradverse remarks which need explanation inthe Director's Report. Further, the Auditors have not observed any fraud to be reported under Section 143(1 2) of The Companies Act, 201 3.

DETAILS IN RESPECTOF FRAUDS

The Auditors ofthe Company have not observed any fraud to be reported under Section 143(1 2) of The Companies Act, 201 3. SECRETARIALAUDIT& ITS REPORT

As required by section 204 of The Companies Act, 2013, M/s Adesh Tandon & Associates, Practicing Company Secretary of Kanpur was appointed as the Secretarial Auditor ofthe Company and he has carried out the Secretarial Audit ofthe Company

and has submitted his Report which is annexed to this report as 'Annexure-3'. The aforesaid report does not contain any qualification, reservation or adverse remarks which need explanation in the Director's Report.

LOANS, GUARANTEES OR INVESTMENTS

The details of the Loans, guarantees and investments covered under sec.1 86 of the Companies Act, 201 3 form part of the financial statements accompanyingthis Report.

STOCK EXCHANGE LISTING & COMPLIANCE

The Shares of the Company are presently listed at Bombay Stock Exchange Ltd., Mumbai & National Stock Exchange of India Ltd., Mumbai and the Company is regularly complying with all the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regu lations, 2015.

CORPORATE GOVERNANCE REPORT

A detailed Corporate Governance Reportthat also contains disclosures as per Section 134 and 1 77 of the Companies Act, 201 3 is attached and forms part ofthis Annual Report.

A certificate from the secretarial auditors of the Company regarding compliance with the conditions of Corporate Governance as required under SEBI (Listing Obligations & Disclosures Requirement) Regulations, 201 5 is part ofthis Annual Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 201 3 & SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201 5, the Nomination and Remuneration Committee has carried out an Annual performance evaluation of the Board of Directors as a

Whole, its own performance, its committees and the Directors individually.

The evaluation of non-independent Directors, Chairman and the Board as a whole was done at a separate meeting held by independent Directors. The performance evaluation of independent Directors was done by the entire board, excluding Directors being evaluated.

DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

The Company has in place, an Anti-sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 201 3.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment, if any. All employees (Permanent, Co ntractua I, Temporary, Trainees) are covered under this policy. There were no complaint received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

MANAGEMENT DISCUSSION &ANALYSIS REPORT

The information, as required under SEBI (Listing Obligations & Disclosures Requirements) Regu lations, 201 5 is as unde rial INDUSTRYSTRUCTURE AND DEVELOPMENTS

The global economy is currently facing headwinds due to slowdown in demand, rising interest rates, spillovers from the Russia-Ukraine conflict, and uncertainties in the financial system. Price pressures continueto remain elevated compared to their respective central bank targets, pushing the major Central banks to stay on the path of monetary policy tightening. Also,the recent streak of bank collapses has rattled the global financial system adding to economic uncertainties.

The ongoing Russia- Ukraine conflict presents the most challenging variable. Serious attempts to de-escalate have not yet been seen, and offensives and counter-offensives still persist which could have severe economic and strategic disruptions.

The uneven distribution of rainfall coupled with the increasing probability of El Nino can have a material impact on monsoon in India which further impact the rural consumer demand and also lead to rise food inflation. However, India's macroeconomic scenario appears to be on a comfortable pedestal and despite the slowdown in the global economy and uncertainties in the financial system, the India economy has remained resilient and will continueto grow at a steady pace.

b) OPPORTUNITIES &THREATS

The world's fifth largest economy is positioned to be among the fastest growing major economies despite multiple global headwinds. The growth momentum is building up with the strengthening of domestic demand conditions, policies favouring domestic manufacturing, strong public investment in infrastructure and smooth funding of the financing needs of business and households. Domestic demand revival, increasing capacity utilization in the manufacturing sector and easing input cost pressures are positives for the corporate sector. High-frequency economic indicators like GST collections, E-way bills,services PMI, retail creditgrowth pointto healthy consumption demand.

The infrastructure sector witnessed improvement in the credit ratio driven by a higher number of upgrades in the power and transport infrastructure segments. Commissioning of road and solar projects and improvement in collection efficiency in the power sector, robust toll revenue performance and refinancing at better interest rates were the prominent drivers which are beneficialforourReal Estate business.

However, the escalating geopolitical tensions raise serious concerns globally and the bank failures in the United States and Europe rise uncertainty about the global economic outlook. The businesses have to cope-up with the unprecedented sequence of events rapidly. The margins have been impacted due to volatile international market.

As the Company deals in international trade, it is exposed to foreign currency risks, but the risk is minimized to the great extent by natural hedging. The company also has an in-house treasury with well-defined hedging policy through which company monitors its currency exposure on continuous basis and employs various hedging tools like forward cover, options etc.

The company does have a comprehensive risk management system in place which includes internal controls which are commensurate to the size and nature of the inherent risks of company's businesses. These Risk Management systems and processes enablethecompany in identifying and managingthe risksappropriately.

c) SEGMENT-WISE PERFORMANCE

In trading division company's emphasis is on consolidation and diversification instead of expansion. The revenue of the Trading division during the year under review has been Rs, 31 034 Lacs as compared to Rs, 11 0170 Lacs during the previous year and that of the Real Estate etc., has been Rs. 840 Lacs as compared to Rs. 1 264 Lacs during the previous year. The profit before tax and interest from both the aforesaid division is at Rs. 805 Lacs and Rs -31 Lacs respectively as compared to previous yearfigures of Rs.2359 Lacs& Rs.914 Lacs respectively.

d) OUTLOOK:

The outlook for Indian macroeconomic and corporate performance remains positive, with stronger GDP growth and a notable moderation in inflation.This puts us in a favorable position compared to many struggling global economies facing low economic growth and high inflation.There was a broad-based improvement in growth across sectors. Services sector sustained momentum owing to growing travel demand as reflected in strong passengertraffic (both railways and airports) and PMI-Servicesdata.

A rebound in the manufacturing sector's output and growth in construction supported growth, and your Company is also scaling up the activities slowly and cautiously, although with the stable government at the center and various policies and initiatives by the Govt,, we expect improvement in trading and real estate business in future.

The period of crisis and uncertainty in the markets is expected to take its own time and largely depends upon the various international factors to subside in due course, upon which your company will be able to tide over properly and shall also embark upon othertrade prospects including diversification.

e) RISKSANDCONCERNS:

These aspects have been mentioned underthe Heading "Opportunities andThreats".

f) DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE COMPARED TO THE IMMEDIATE PREVIOUS FINANCIAL YEAR)

INTERNALFINANCIALCONTROLSYSTEMSANDTHEIR ADEQUACY

The Company has in place adequate internal financial control systems & other internal control procedures commensurate with the size of the Company and the nature of its business for the import & export of commodities, minerals etc., purchase of assets and with regard to the sale of goods to ensure proper recording of financial & operational information and compliance of various statutory compliances.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECTTO OPERATIONAL PERFORMANCE

These discussions have been enumerated underthe headings "Financial Performance", "2023 in Retrospect" & "Segment wise Performance" ofthis Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIALRELATIONS FRONT

Human Resource is the most important element of any organization. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the organization. The Company is taking sufficient steps for employee engagement and motivation. This has resulted in reduction of employee turnover. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, Company provides them proper induction, training and knowledge upgradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work. Further, as on 31 st March, 2023 the Company had 44 employees on its roll.

RISK MANAGEMENT

The Company has in place a Risk Managementframeworkto identify, Evaluate & Monitor Business Risks & Challenges acrossthe Company.The Company has developed and implemented a Risk Management Policyforthe Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required underSection 1 34(3)(m) ofthe Companies Act, 201 3 read with Rule 8(3) ofThe Companies (Accounts) Rules, 201 4is as under:-

[A] CONSERVATION OF ENERGY

a. Energy Conservation Measures taken: -The Company has taken all measuresforconservation of energy mosteconomically.

b. The steps taken by the Company for utilizing alternate source of energy:-The Company has installed 290KVAGrid Solar Roof Top Power Plant

c. The capital Investments on energy conservation equipments: - Rs.1.46 Crores.

[B] TECHNOLOGYABSORPTION

Sincethereis no manufacturing activityintheCompanyhencetheinformation prescribed underthis heading is not applicableto the Company.

[C] FOREIGN EXCHANGE EARNINGS ANDOUTGO

INDUSTRIAL RELATIONS

Cordial and harmonious industrial relations prevailed throughout the year.

PARTICULARS OF EMPLOYEES

The information as specified in Sec.1 97(1 2) ofthe Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as 'Annexure-4'tothis Report. Further,the information required underSec.1 97 (12) ofthe Companies Act, 201 3 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended form part ofthis Report. However as per Section 1 36 of The Companies Act, 201 3 the Annual report and Accounts are being sentto the members excluding the statement containing the names and other details of top ten employees in terms of remuneration drawn as required u/s 1 97 (1 2) ofthe Act read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014. Howeverthe aforesaid statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may writetothe Company Secretary.

ANNUAL RETURN & ITS WEB LINK

The Annual Return of the Company for the year ended 31st March, 2023 has been placed on the Company's web-sitehttp://www.kothariproducts.in. The address of web link for a fore said Annual Return (MGT-7) is https://www.kothariproducts.in/downloads/KPLMGT-7-2023.pdf

PARTICULARS OF CONTRACTSOR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 1 88(1) ofthe Companies Act, 201 3 have been enclosed withthe reportinthe prescribed format AOC-2 as'Annexure-5'.

SECRETARIALAUDIT& ITS REPORTOFMATERIALSUBSIDARY-M/S KPLEXPORTS LIMITED

M/s KPL Exports Limited is the only Material Unlisted Subsidiary of the company as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 201 5. The Secretarial Audit ofthe aforesaid Subsidiary has been carried out by Mrs. Niyati Kedia, Practicing Company Secretary of Kanpur and she has submitted her report on the same which is annexed to this report as 'Annexure- 6'.

SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS ORCOURTS ORTRIBUNALS

There are no significant, material orders passed by the regulators or courts ortribunals which would impactthe going concern status ofthe Company and its future operations.

CASH FLOWSTATEMENT

In conformity with the Regulation 34 (2) (c) ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 201 5, the Cash Flow Statement for the year ended 31 st March, 2023 is forming part of this Annual Report.

MATERIALCHANGES& COMMITMENTS AFFECTING FINANCIALPOSITION OFTHE COMPANY OCCURING AFTER BALANCE SHEET DATE

There have been no material changes and commitments which have occurred between the end of Financial Year and the date of this report which can have impact on financial position ofthe Company.

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

COM PLIANCE WITH SECRETARIAL STANDARDS

The applicable secretarial standards issued under section 11 8 ofthe Companies Act, 201 3, have been complied with.

DETAILS OF ANY PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made by or against the Company or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN VALUATION DONE ATTHETIME OF ONETIME SETTLEMENT ETC.

The Company has not done any one time settlement from any bank or financial institutions. Hence the requirement to disclose details of difference between amount ofthe valuation done atthe time of one time settlement and the valuation done while taking loan from the banks or financial institutions are not applicable.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and appreciate the contribution made bythe employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued supportand confidence intheCompany.